Loading...
HomeMy WebLinkAboutCRA-R-08-0037 Legislation• • • City of Miami Legislation CRA Resolution City Hail 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 08-00759 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A DEVELOPMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH URBAN DEVELOPMENT GROUP, LLC FOR ITS JAZZ VILLAGE AT LITTLE BROADWAY PROJECT. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects in accordance with its redevelopment plan; and WHEREAS, on April 30, 2007, the Board of Commissioners directed the Executive Director to issue a request for proposals for parking lot P-3 at 345 N.W. 10th Street; and WHEREAS, on May 10, 2007, the CRA issued an RFP, and on June 8, 2007, four (4) responses were received by the Clerk of the Board; and WHEREAS, the selection committee appointed by the Executive Director selected the proposal (the "UDG Proposal") submitted by Urban Development Group, LLC ("UDG") which consists of the development of 41 workforce and affordable condominium units, between 24,000 and 36,000 square feet of retail and office space, including a medical training facility; 70 low income rental units and a 300-space parking garage to be owned, operated, and paid for by the CRA at a cost to the CRA not to exceed $6,000,000 (the "Jazz Village Project"); and WHEREAS, the Board of Commissioners, by Resolution No. CRA-R-07-0027, passed and adopted on July 30, 2007, directed the Executive Director to attempt to negotiate a development agreement for the development of CRA parking lot P-3 and adjacent land to be purchased by UDG in accordance with the UDG Proposal; and WHEREAS, on January 15, 2008, UDG informed the CRA that certain changes to the UDG Proposal were necessary to proceed with the Jazz Village Project as a result of timing issues and requested the CRA purchase the land adjacent to parking lot P-3 which the UDG Proposal contemplated would be purchased by UDG from the Collins Center for Public Policy, Inc.; and WHEREAS, the Board of Commissioners, by Resolution No. CRA-R-08-0014, passed and adopted an February 25, 2008, authorized the CRA to purchase the land at a cost of $962,500; and WHEREAS, on March 19, 2008, the CRA closed on the property; and WHEREAS, UDG and the CRA have negotiated an agreement for the development of the Jazz Village Project on CRA parking lot P-3 and the adjacent land substantially in accordance with the UDG Proposal, except that in consideration of the CRA purchasing the land adjacent to parking lot P-3 UDG City of Miami Page 1 of 2 Printed On: 6/20/2008 File Number: 08-00759 • • • agreed that the proposed CRA contribution of a $6,000,000 for the construction of a 300-space parking garage would be reduced by the cost incurred by the CRA in purchasing the adjacent land and UDG would pay all cost overruns associated with the construction of the public parking garage and UDG agreed to construct up to an additional seven affordable rental units as part of the Jazz Village Project; and WHEREAS, the Board of Commissioners wishes to authorize the Executive Director to execute the development agreement for the Jazz Village Project; NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA; Section 1. The recitals and findings contained in the Preamble to this resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners authorizes the Executive Director to execute a development agreement, in substantially the attached form, with Urban Development Group, LLC for its Jazz Village at Little Broadway Project. Section 3. This resolution shall become effective immediately upon its adoption. APPROVE S TO FORM AND CORRECTNESS: WILLIAM"R. BLOO SPECIAL COUNSEL �-- 4N,14MAA Mvvntri. City of Miami Page 2 of 2 Printed On: 6/20/2008 • • • H&K DRAFT 6/13/08 DEVELOPMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the day of June, 2008, by and between UDG V, LLC, Florida limited liability company (the "Developer"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"); RECITALS A. The Southeast Overtown/Park West Project area was designated as a community redevelopment area (the "CRA Redevelopment Area") by Miami -Dade County, a political subdivision of the State of Florida (the "County"). A redevelopment plan was approved by the Commissioners of the City of Miami and the Commissioners of Miami -Dade County with certain redevelopment authority granted by the County to the City for project implementation. B. The CRA invited interested parties to submit proposals for the development of a parking lot P-3 and adjacent land owned by the CRA located in the CRA Redevelopment Area which is more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"). C. Developer submitted a proposal (the "Proposal") to CRA to develop the Project, as hereinafter defined, on a portion of the Property and assist the CRA in the development of a public parking garage containing approximately three hundred parking spaces (the "Parking Garage") on a portion of the Property. D. Pursuant to Resolution Number CRA-R-07-0027 passed July 30, 2007, the Board of Directors of the CRA authorized the Executive Director of the CRA to negotiate with Developer regarding the Developer Proposal. E. The CRA desires to lease a portion of the Property to Developer for the development of the Project and have the Developer assist the CRA in the development of the Parking Garage on a portion of the Property, to be jointly utilized by the public and the Project, as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. DEPOSIT. Simultaneously with the execution of this Agreement, Developer shall deliver to Holland & Knight LLP, as escrow agent (the "Escrow Agent"), the sum of Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "Deposit"). Upon receipt of Developer's • • i tax identification number, the Escrow Agent shall invest the Deposit in an interest -bearing account. All interest accrued or earned thereon shall be paid or credited to Developer except in the event of default of Developer, in which event the Deposit together with the interest accrued thereon shall be disbursed to CRA, as liquidated damages and a complete settlement of all liability of Developer hereunder, except as herein provided. In the event neither party terminates or defaults under the terms of this Agreement and the transaction contemplated herein closes in accordance with Section 15 of this Agreement, the Deposit, together with the interest accrued thereon, shall be refunded to Developer at Closing. 3. INSPECTION PERIOD. 3.1. Inspections. Developer shall have until 5 p.m. on the sixtieth (60th) day after the Effective Date, as hereinafter defined, (the "Inspection Period") to perform, at Developer's sole cost and expense, such investigations and inspections of the Property, the physical condition thereof, matters of zoning, title, survey and all other matters with respect to the Property, including, without limitation, environmental matters (collectively the "Inspections") to determine whether the Property is acceptable to Developer, in its sole discretion. Prior to performing any on -site Inspections, Developer shall provide at least one (1) business day's prior written notice to the Executive Director of the CRA (the "Executive Director") at 49 N.W. 5th Street, Suite 100, Miami, Florida 33128, Phone: 305-679-6823; Facsimile: 305-679-6835 or such other CRA representatives as designated by the Executive Director), which written notice shall provide reasonable detail regarding the type and scope of Inspection(s) to be performed and the scheduled date and time for such Inspection(s) and provide the Executive Director the opportunity to have a representative from the CRA present at any such Inspection(s). 3.2. Restoration. Following any such Inspections, Developer shall promptly restore the Property to the condition existing immediately prior to such Inspections. The Inspections shall be conducted in accordance with all applicable laws and by licensed and insured professionals and Developer shall cause its inspectors to obtain, at Developer's sole cost and expense, any and all licenses and permits required to conduct the Inspections, as applicable. 3.3. Environmental Audit. Should Developer conduct a Phase I environmental audit ("Phase I Report") and such audit reflects a recommendation for further environmental audits (a "Phase II Report"), the CRA acknowledges that Developer shall be authorized, at Developer's sole cost and expense, to obtain the Phase II Report during the Inspection Period. 3.4. Disclosure. Developer agrees that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the Property as a result of the Inspections performed by Developer, its agents, employees, contractors and/or representatives, Developer shall provide the Executive Director with any pertinent reports, written material or other evidence of the condition requiring such disclosure, if any. Any required disclosures shall be made directly by the CRA, if deemed necessary thereby and not Developer, to any such public agencies, unless the Developer is required to make such disclosures by applicable law and the CRA fails to timely make such disclosures. 2 • • • 3.5. Indemnification. Developer shall assume all risks associated with the `Inspections and agrees to indemnify and hold harmless the CRA of, from and against any and all costs, losses, claims, damages, liabilities, expenses and other obligations (including, without limitation reasonable attorney's fees and court costs) arising from, out of or in connection with or otherwise relating to the Inspections, including, without limitation, the entry by any one or more of Developer's agents, employees, contractors and other representatives in or upon the Property for the purpose of the Inspections. The foregoing shall not apply to any diminution in the value of the Property or costs or expenses which might arise due to the uncovering of the existence of adverse conditions (e.g., environmental conditions), provided, however, the foregoing is not intended to relieve Developer from liability if Developer, its agents, employees, contractors or other representatives cause such condition to exist. The foregoing indemnification obligations of Developer shall survive the expiration or termination of this Agreement. 3.6. Insurance. Developer shall, prior to entering the Property and performing any Inspections, provide to the CRA evidence of insurance by Developer and its contractors, as applicable, as specified on Exhibit "B" attached hereto, insuring against any liability by any one or more of Developer, its agents, employees, contractors or other representatives arising from, out of or in connection with or otherwise relating to the entry by any one or more of Developer, its agents, employees, contractors or other representatives in or upon the Property for the purpose of the Inspections. Developer shall provide the CRA with a certificate of insurance evidencing such insurance coverage, naming the CRA as additional insured thereon and which insurance coverage shall be kept in force until the expiration or early termination of this Agreement. 3.7. Acceptance of Property. If for any reason whatsoever Developer, in its sole discretion, determines during the Inspection Period that it does not wish to proceed with the transaction contemplated by this Agreement, Developer shall have the absolute right to terminate this Agreement by giving written notice of such termination to the CRA in the manner hereinafter provided to give notices prior to the expiration of the Inspection Period. Upon the CRA's receipt of such'notice prior to the end of the Inspection Period, this Agreement shall be deemed terminated and of no further force and effect and the parties shall be released and relieved from any liability or obligations hereunder, except for those obligations under this Section 3 which expressly survive the termination. If Developer does not terminate this Agreement prior to the expiration of the Inspection Period, then it shall be presumed conclusively that Developer has had adequate opportunity to review and inspect all portions of the Property, including, without limitation, the environmental condition of the Property and, based upon its Inspections, Developer has determined that the condition of all portions of the Property are satisfactory to Developer and Developer shall accept every portion of the Property inits"AS IS, WHERE IS" condition. 3.8. No Lien. Developer shall use reasonable efforts not to create or permit to be created any mechanic's liens upon the Property or any part thereof, as a result of the Inspections. If any lien shall at any time be filed against the Property or any part thereof in connection with the Inspections, Developer shall cause same to be discharged or transferred to bond in accordance with applicable laws within thirty (30) days after Developer first becomes aware that such lien has been recorded against the Property. 3 • • • 3.9. CRA Deliveries. Prior to the date of this Agreement, the CRA has provided to Developer copies of all surveys, title policies and environmental studies, which the CRA has been able to locate with respect to the Property (collectively the "CRA Deliveries"). Any reliance upon the CRA Deliveries is at the sole risk of Developer and the CRA makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the CRA Deliveries and any reliance upon same is at the sole risk of Developer. 3.10. Disclaimer of Representations by Developer. Developer hereby expressly acknowledges and agrees that, except as specifically provided in this Agreement: 3.10.1. The CRA makes and has made no warranty or representation whatsoever as to the condition or suitability of any portion of the Property for the development of the Project in accordance with the Development Plan, as hereinafter defined. 3.10.2. The CRA makes and has made no warranty, express or implied, with regard to the accuracy or completeness of any information furnished to Developer by the CRA or its agents and the CRA shall not be bound by any statement of any broker, employee, agent or other representative of the CRA, except as set forth in this Agreement. 3.10.3. The CRA has made no representations, warranties or promises to Developer not explicitly set forth in this Agreement. 3.10.4. The CRA has made no representations or warranties, express or implied, with regard to (i) the neighborhood, (ii) that the CRA Redevelopment Area will be developed, (iii) as to the precise type or quality of improvements that will be constructed within the CRA Redevelopment Area, or (iv) the timing of any development within the CRA Redevelopment Area. 3.10.5. The CRA makes and has made no representation or warranty, express or implied, concerning any portion of the Property, its condition or other things or matters directly or indirectly relating thereto or hereto, including, without limitation, no warranty as to merchantability or fitness for any particular purpose or relating to the absence of latent or other defects. 3.11. Developer specifically acknowledges that the transaction contemplated by this Agreement and the time frame for performance by Developer under this Agreement is not contingent upon the redevelopment of the CRA Redevelopment Area, the removal of slum or blight from the CRA Redevelopment Area, the reduction of crime in the CRA Redevelopment Area or the status of any other projects in the CRA Redevelopment Area. 3.12. Copies of Reports. Developer shall provide the CRA with copies of any third party reports prepared for Developer regarding the physical condition of the Property within ten (10) days of receipt of same. 3.13. Survival. The provisions of this Section 3 shall survive the termination of this Agreement. • • 4. TITLE AND SURVEY. 4.1. Developer shall obtain a title insurance commitment (the "Commitment") and a survey (the "Survey") of the Property.. The Commitment and the Survey shall show the CRA to be vested in fee simple title to the Property, subject to each of the following (the "Permitted Exceptions"): 4.1.1. Ad valorem real estate tax for the year of the execution of the Lease, as hereinafter defined, and subsequent years. 4.1.2. All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations. 4.1.3. Any matters arising by, through, or under Developer. 4.1.4. Those matters listed on Exhibit "C" attached hereto and made a part hereof. 4.2. Developer shall have until 5:00 p.m. on the sixtieth (60th) day following the Effective Date (the "Title Review Period") to obtain and examine the Commitment and the Survey. Developer shall promptly provide the CRA with a copy of the Commitment and the Survey upon Developer's receipt of same. If the Commitment and Survey reflect defects in the title to the Property, other than the Permitted Exceptions, Developer shall, no later than the expiration of the Title Review Period, notify the CRA in writing of the defect(s). If Developer fails to give the CRA written notice of the defect(s) prior to the end of the Tide Review Period, the defect(s) shown in the Commitment and the Survey shall be deemed to be waived as title objections and same shall be deemed to constitute Permitted Exceptions for all purposes under this Agreement. If Developer has given CRA written notice of defect(s) rendering title unmarketable or containing easements, restrictions, or other matters which will interfere with the Developer's proposed use of the Property, other than the Permitted Exceptions, prior to the end of the Title Review Period, the CRA shall elect within ten (10) days after receipt of written notice of the title defect(s) whether the CRA will elect to attempt to cure the title defect(s). If the CRA does not elect to cure the title defect(s), Developer shall have the option, to be exercised within ten (10) days after Developer receives written notice from the CRA that the CRA has elected not to cure the title defect(s), of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute Permitted Exceptions under this Agreement, or (ii) canceling this Agreement, whereupon the Escrow Agent shall disburse the Deposit, together with all interest accrued thereon, to the Developer and the parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. If the CRA elects to attempt to cure the title defect(s), the CRA shall have sixty (60) days from receipt of the written notice of defect(s) (the "Cure Period") to cure such defects utilizing commercially reasonable efforts. If the CRA elects to cure the title defect(s), the CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property in a liquidated amount. The CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the event the CRA, using commercially reasonable diligent efforts, attempts to cure the title 5 • • • defects and the CRA is not able to cure the defect(s) prior to the end of the Cure Period, Developer shall have the option, to be exercised within ten (10) days after the end of the Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute Permitted Exceptions under this Agreement, or (ii) canceling this Agreement, whereupon the Escrow Agent shall disburse the Deposit, together with all interest accrued thereon, to the Developer and the parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 4.3. In the event of any new title defect(s) arising from and after the effective date of the Commitment and prior to the Closing Date, the CRA shall use commercially reasonable efforts to cure such title defect(s) prior to the Closing Date, as hereafter defined. The CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property that are in a liquidated amount. The CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the event that the CRA is unable to cure the title defect(s) prior to the Closing Date after using commercially reasonable efforts, Developer shall have the option on the Closing Date of: (i) waiving the title defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed to constitute Permitted Exceptions under this Agreement; or (ii) canceling this Agreement, whereupon the Deposit, together with all interest accrued thereon, shall be returned to the Developer and the parties shall be released from all further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 4.4. No Liability. Developer acknowledges and agrees that the CRA shall have no liability whatsoever to Developer in connection with any challenge to this Agreement and the transaction contemplated by this Agreement and Developer hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges. This provision shall survive the termination of this Agreement. 5. DEVELOPMENT PLAN. 5.1. Description of Project. The Developer shall develop a portion of the Property with a development (the "Project") which will consist of: (i) a mixed use building ("Building 1") containing eight (8) or nine (9) stories which shall include between 10,000 and 36,000 rentable square feet of retail and office space with ground level retail space and retail and/or office space on second and third floors and forty-one (41) affordable and work force housing condominium units (the "Condominium Units") consisting of not more than five (5) one bedroom units containing not less than 580 saleable square feet, two bedroom units containing not less than 825 saleable square feet and three bedroom units containing approximately 1,100 saleable square feet; and (ii) between 70 and 77 affordable rental units (the "Rental Units") to be constructed in a six (6) story building ("Building 2") of which approximately 50% will consist of one bedroom units containing not less than 600 rentable square feet and approximately 50% will consist of two bedroom units containing not less than 800 rentable square feet and include a common area in the building for washing machines and dryers or between 70 and 77 affordable elderly rental units (pursuant to the HUD 202 Program), consisting of not less than 535 rentable square feet and include a common area in the building for washing machines and dryers. The • • • Project shall be developed in accordance with the (i) preliminary development plans for the Project and the Parking Garage; (ii) the preliminary site plan for the Project and the Parking Garage; (iii) the preliminary project schedule for the Project and the Parking Garage; all of which are attached hereto as Exhibit "D" (the "Preliminary Development Plans"). For purposes of this Section 5.1 the term "saleable square feet" with respect to the Condominium Units and the term "rentable square feet" with respect to the Rental Units shall mean the square footage of such units measured from the interior surface of the interior walls of the unit to the interior surface of the interior walls of the unit (i.e., paint to paint) and the "rentable square feet" of the retail and office space shall be calculated in accordance with the Standard Method for Measuring Floor Area in Office Buildings approved by the American National Standards Institute, Inc. in effect as of the date of this Agreement ("BOMA"). 5.2. Parking Garage. The Developer shall develop a portion of the Property with the Parking Garage. The Parking Garage shall be designed and constructed as hereinafter provided in accordance with the specifications set forth on Exhibit "E" attached hereto and made a part hereof (the "Parking Garage Specifications") and include the liner and/or screening required under the applicable building code. The Developer shall be responsible for overseeing and administering the construction of the Parking Garage for the benefit of the CRA. The Parking Garage shall be owned and operated by the CRA. 5.2.1. Parking Garage Site Plan. Developer and the CRA shall have a period of one hundred twenty (120) days from the Effective Date to develop a site plan (the "Garage Site Plan") for the Parking Garage to be developed on a portion of the Property. If the CRA and the Developer have not been able to agree on the Garage Site Plan within the 120 day period, at any time thereafter and prior to the Developer and the CRA agreeing on the Garage Site Plan, either party may terminate this Agreement by written notice to the other in which event the Deposit, together with all interest accrued thereon, shall be returned to the Developer and the parties will be released from all further obligations under this Agreement, except for the obligations that survive termination. Upon the CRA and the Developer agreeing on the Garage Site Plan, the Property to be leased to the Developer in accordance with the Lease, as hereinafter defined, shall include that portion of the Property not required for the Parking Garage as reflected on the Garage Site Plan. 5.2.2. The Cost for Construction of the Parking Garage. The CRA agrees to contribute up to Five Million Twenty -Eight Thousand Nine Hundred Eighty -Two and 60/100 Dollars ($5,028,982.60) (the "CRA Contribution") toward the cost for design and construction of the Parking Garage which will be owned and operated by the CRA. The Developer shall pay all costs and expenses associated with the design and construction of the Parking Garage in excess of the CRA Contribution. In the event the Garage Costs are less than the CRA Contribution, the balance of the CRA Contribution not required for the design and construction of the Parking Garage shall be returned to the CRA. The CRA agrees to include not less than Two Million and No/100 Dollars ($2,000,000.00) in the CRA annual budget for the 2008/2009 budget year to be applied to the CRA Contribution and not less than Three Million Twenty -Eight Thousand Nine Hundred Eighty -Two andNo/100 Dollars ($3,028,982.60) in the CRA annual budget for the 2009/2010 budget year, or such lesser amount as is required so that the aggregate amount included in the CRA's annual budgets to be applied to the CRA Contribution for 2008/2009 and 2009/2010 budget years is equal to the amount of the CRA Contribution. Developer 7 • • • acknowledges that approval of the CRA budget is subject to approval by the County, which approval is not guaranteed. On the Closing Date the CRA shall deposit the amount budgeted in the CRA 2008/2009 annual budget allocated to the CRA Contribution in escrow with Escrow Agent representing a portion of the CRA Contribution. Escrow Agent shall disburse the CRA Contribution to the Developer, pari pasu with the funds required to be paid by the Developer, in stages based upon the percentage of completion of the Parking Garage and the proportion that the CRA Contribution bears to the entire cost to construct the Parking Garage in accordance with the terms of the Tri-Party Agreement, as hereinafter defined. The CRA shall fund the balance of the CRA Contribution in accordance with the terms of the Tri-Party Agreement. Any costs and expenses in excess of the CRA Contribution shall be solely the responsibility of the Developer. To the extent that due to cost overruns the cost for constructing the Parking Garage exceed the amount reflected in the Parking Garage Budget, the Developer shall pay the amount required to keep the Parking Garage Budget "in balance" prior to there being any further disbursements of the CRA Contribution in accordance with the terms of the Tri-Party Agreement. 5.2.3. Parking Garage Contingency. The Developer shall have one hundred fifty (150) days from the Effective Date (the "Garage Contingency Period") to obtain cost estimates for the cost to design and construct the Parking Garage in accordance with the Parking Garage Specifications. If the Developer, in Developer's sole discretion, is not satisfied that the Parking Garage can be designed and constructed for a total cost of not in excess of the CRA Contribution then Developer may terminate this Agreement by written notice to the CRA on or prior to the expiration of the Garage Contingency Period in which event the Deposit, together with interest accrued thereon, shall be returned to the Developer and the parties are released from all further obligations under this Agreement except for the obligations that expressly survive termination. 5.2.4. Design Build Contract. In the event that the Developer does not terminate this Agreement during the Garage Contingency Period, Developer shall enter into a design build contract (the "Design Build Contract") with a contractor (the "Garage Contractor"). The form of Design Build Contract shall be subject to the review and approval of the CRA, which approval shall not be unreasonably withheld. The Garage Contractor shall be subject to the approval of the CRA, which approval shall not be unreasonably withheld or delayed and shall be in accordance with Section 6.1.5. The Developer shall solicit bids for the Garage Contractor utilizing the bidding procedures customarily utilized by the City of Miami Department of Off - Street Parking ("DOSP") and the Garage Contractor shall be selected utilizing a selection committee consisting of three (3) members, two (2) of whom will be appointed by the Developer and one (1) of whom will be appointed by the Executive Director. 5.2.5. Payment and Performance Bond. The Garage Contractor shall be required to provide a Payment and Performance Bond in the amount adequate for the construction of the Parking Garage (the "Garage Payment and Performance Bond"), which bond must be in the form and substance acceptable to the CRA. 5.2.6. Agreement with Developer's Lender. The CRA, Developer, the Developer's lender, if any, providing financing for a portion of the cost to construct the Parking Garage and the lenders providing financing for Building 1 and Building 2 will enter into an • • • agreement (the "Tri-Party Agreement") on or prior to the CIosing Date in form and substance acceptable to the CRA, which will include, without limitation, the following: 5.2.6.1. The disbursement of the CRA Contribution being held in escrow by Escrow Agent. 5.2.6.2. The time table for the CRA to deposit the balance of the CRA Contribution into escrow with Escrow Agent. 5.2.6.3. The procedure for submission of monthly draw requests and partial lien waivers to the CRA and to the Developer's lender, if any, for review and approval. 5.2.6.4. The inspection of the Parking Garage during construction by the CRA and Developer's lender, if any, and approval of the percentage of work completed. 5.2.6.5. The approval of the disbursement of the ten percent (10%) retainage which will be required under the Design Build Contract by the CRA and the Developer's lender, if any. 5.2.6.6. The approval of the use of funds in the contingency lien item of the Parking Garage Budget by the CRA and the Developer's lender, if any. 5.2.6.7. The approval of the Parking Garage Budget and any amendments thereto by the CRA and the Developer's lender, if any. 5.2.6.8. The approval of the re -allocation of funds to different line items in the Parking Garage Budget by the CRA and Developer's lender, if any. 5.2.6.9. The determination of whether there are adequate funds included in the Parking Garage Budget to complete the Parking Garage and whether the Parking Garage Budget is "in balance" by the CRA and the Developer's lender, if any. If it is determined that due to cost overruns the Parking Garage Budget is not "in balance" the Developer will be required to fund the amount determined by the CRA and Developer's lender, if any, to keep the Parking Garage Budget "in balance" prior to there being any further disbursement of the CRA Contribution. 5.2.6.10. The procedure for approving change orders by the CRA and Developer's lender, if any. 5.2.6.11. The procedure for approving changes to the Parking Garage Plans and Specifications by the CRA and Developer's lender, if any. 5.2.6.12. A provision that if the CRA Contribution is not available at the time required for construction of the Parking Garage that the CRA will reimburse the Developer for the interest expense, loan fees and closing costs incurred by the Developer to 9 • • • obtain a loan to enable Developer to advance funds on behalf of the CRA to enable construction to proceed until the CRA Contribution is available. 5.2.6.13. Such other provisions customarily found in a construction loan agreement utilized by Sun Trust Bank or a similar national lending institution. 5.2.7. Parking Garage Budget. The Developer shall prepare a budget (the "Parking Garage Budget") for the cost and expense for constructing the Parking Garage which budget shall be subject to the review and approval of the CRA, which approval shall not be unreasonably withheld. The Parking Garage Budget shall include the cost for the construction inspector to be utilized by the CRA to oversee the construction of the Parking Garage to ensure the CRA that the Parking Garage is being constructed in accordance with the Parking Garage Plans and Specifications that have been approved by the CRA in accordance with Section 5.2.8. The CRA shall utilize its good faith efforts to utilize the same construction inspector utilized by Developer's lender, if any, to minimize the cost. Once the Parking Garage Budget has been approved by the CRA, all cost overruns not reflected in the Parking Garage Budget shall be paid for by the Developer prior to any further disbursement of the CRA Contribution. 5.2.8. Parking Garage Plans and Specifications. The Developer shall provide the plans and specifications for the construction of the Parking Garage (the "Parking Garage Plans and Specifications") to the CRA for its review and approval, which approval shall not be unreasonably withheld. The CRA approval shall be subject to confirming that the Parking Garage Plans and Specifications are consistent with the Parking Garage Specifications. Upon approval of the Parking Garage Plans and Specifications by the CRA, the Developer shall not modify or amend the Parking Garage Plans and Specifications without the prior approval of the CRA, except for minor deviations required as a result of field conditions, which approval shall not be unreasonably withheld by the CRA. 5.3. Detailed Development Plan. Within one hundred eighty (180) days after the Effective Date, Developer shall submit to the Executive Director for review and approval a detailed plan for the Project and the Parking Garage which shall be substantially consistent with the Preliminary Development Plans and the Parking Garage Specifications (the "Detailed Development Plans") and shall include, without limitation, the following: (i) schematic architectural development plans for the Project and the Parking Garage; (ii) site plan for the Project and the Parking Garage; and (iii) a project schedule for the Project and the Parking Garage. 5.4. Approval by CRA. All aspects of the Detailed Development Plans, including, without limitation, the Project design, and the proposed project schedule, shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld provided that the Detailed Development Plans are consistent with the Preliminary Development Plans and consistent with the redevelopment plan for the CRA Redevelopment Area (the "CRA Development Requirements"). The parties agree to use reasonable, good faith efforts to agree on the necessary modifications to the Detailed Development Plans to satisfy the requirements of the Executive Director. Developer shall provide to the Executive Director such additional backup information as the Executive Director may reasonably request to enable the Executive Director to analyze all aspects of the Project,>including but not limited to, the project 10 • • schedule for the Project and the Parking Garage. The Executive Director shall have fifteen (15) days after receipt of the Detailed Development Plans to approve same. If the Executive Director fails to timely respond, the submitted Development Plans shall be deemed approved. In the event of disapproval, the Executive Director shall specify the specific reasons for such disapproval. In the event of disapproval, Developer shall modify the Detailed Development Plans, as appropriate, to address the comments and concerns of the Executive Director and to insure that the Detailed Development Plans comply with the CRA Development Requirements. Any resubmission shall be subject to approval by the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and Developer shall in good faith attempt to resolve any disputes regarding the Detailed Development Plans. If the Executive Director has rejected the Detailed Development Plans two (2) times, Developer may elect to submit any dispute regarding the approval of the Detailed Development Plans to the CRA Board for resolution. The Detailed Development PIans, as approved or deemed approved by the Executive Director, shall mean the "Development Plan." 5.5. Development Requirements. Developer shall be required to develop the Project substantially in accordance with the Development Plan. Any material variations to the Development Plan shall require the approval of the Executive Director, which approval shall not be unreasonably withheld or delayed, provided the same are in accordance with the spirit and intent of the Development Plan and the CRA Development Requirements. The Development Plan shall be incorporated into the Lease, as hereinafter defined. 5.6. Development Time Frame. 5.6.1. Project Schedule. Developer shall develop the Project in accordance with the project schedule, which is incorporated into the Development Plan (the "Project Schedule") subject to extension as a result of Unavoidable Delays, as defined in the Lease. The Project Schedule shall include the Parking Garage. 6. DEVELOPMENT AND FINANCIAL APPROVALS. 6.1. Development of Project and the Parking Garage. Prior to the Closing Date, Developer shall submit to the Executive Director for review and approval, which shall not be unreasonably withheld, conditioned or delayed the following 6.1.1. Budget. A detailed budget reflecting all hard and soft costs anticipated to be incurred by Developer in connection with the development of Building 1 and Building 2 of the Project (the "Budget") and the Parking Garage Budget. 6.1.2. Plans and Specifications. The proposed plans and specifications for Building 1 and Building 2 of the Project which shall be completed in accordance with the Development Plan and which shall be of sufficient detail to apply for a building permit with respect to Building 1 and Building 2 of the Project (the "Plans and Specifications"). 6.1.3. Parking Garage Plans and Specifications. The Parking Garage Plans and Specifications which shall be of sufficient detail to apply for a building permit with respect to the Parking Garage. 11 • • • 6.1.4. Project Team. The names, together with background information, with respect to all proposed members of the development team for Building 1 and Building 2 of the Project (the "Development Team"), including without limitation, the architect, the structural engineer, the civil engineer, and the general contractor for Building 1 and Building 2 of the Project. The Executive Director may withhold approval with respect to (i) an individual who has committed a material breach of any material contract with the City and/or the CRA; (ii) has been convicted of any criminal felony within the immediate preceding ten (10) years; or (iii) is on the United States Treasury Department's Office of Foreign Asset Control List of Specifically Designated National and Blocked Persons or similar governmentally issued "terrorist" list. 6.1.5. Garage Contractor. The name, together with the background information, with respect to the Garage Contractor. The Executive Director may withhold approval with respect to (i) an individual who has committed a material breach of any material contract with the City and/or the CRA; (ii) has been convicted of any criminal felony within the immediate preceding ten (10) years; or (iii) is on the United States Treasury Department's Office of Foreign Asset Control List of Specifically Designated National and Blocked Persons or similar governmentally issued "terrorist" list. 6.1.6. Construction Contract Building 1. The construction contract for Building 1 of the Project (the "Construction Contract Building 1"), together with the "schedule of values" for Building 1 of the Project, which shall include the obligation of the general contractor to comply with the minority participation requirements set forth in Section 7.2.1 of this Agreement. 6.1.7. Construction Contract Building 2. The construction contract for Building 2 of the Project (the "Construction Contract Building 2"), together with the "schedule of values" for Building 2 of the Project, which shall include the obligation of the general contractor to comply with the minority participation requirements set forth in Section 7.2.1 of •this Agreement. -6.1.8. Construction Schedule. A detailed schedule for development and construction for the Project and the Parking Garage (the "Construction Schedule"). 6.1.9. Minority Participation. Evidence of compliance with the applicable minority participation requirements under Sections 7.2.1 and 7.2.2 with respect to architectural services for the Project and with respect to construction services for Building 1 and Building 2, to the extent that the construction services have been identified. 6.1.10. Loan Commitment Building 1. Developer shall have provided the Executive Director with a loan commitment from a financial institution evidencing that Developer has obtained a construction loan commitment for the development of Building 1 of the Project (the "Loan Commitment Building 1") which shall be in form and substance acceptable to the Executive Director. 6.1.11. Loan Commitment Building 2. Developer shall have provided the Executive Director with a loan commitment from a financial institution evidencing that Developer has obtained a construction loan commitment for the development of Building 2 of 12 • • • the Project (the "Loan Commitment Building 2") which shall be in form and substance acceptable to the Executive Director. 6.1.12. Project Equity. Developer shall have provided the Executive Director with evidence reasonably satisfactory to the Executive Director that Developer has sufficient equity available to meet the equity requirement of the Loan Commitment Building 1, the Loan Commitment Building 2, (the "Project Equity"). The Executive Director will take into consideration documentation provided by the various lenders in making this determination. 6.1.13. Anchor Tenant Lease. Developer shall provide the Executive Director evidence that Developer has entered into a binding lease agreement with Med Vance Institute for not less than 10,000 rentable square feet for a term of not less than five (5) years (the "Med Vance Lease"). 6.1.14. Parking Garage Equity. Developer shall have provided the Executive Director with evidence reasonably satisfactory to the Executive Director that the Developer has sufficient equity available to meet Developer's obligations to pay for the cost to construct the Parking Garage in excess of the CRA Contribution in accordance with the Parking Garage Budget. The Executive Director will take into consideration documentation provided by the various lenders in making this determination. 7. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY. 7.1. Minority and Women Participation and Equal Opportunity. With respect to all Phases of the Project, Developer agrees that it will: (i) Take definitive action in the recruitment, advertising and to attract and retain minority and female contractors and subcontractors; (ii) Provide a reasonable opportunity in the recruitment, advertising and hiring of professionals, contractors and subcontractors residing within the CRA Redevelopment Area and within the City of Miami; (iii) Take reasonable definitive action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; (iv) Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment; (v) Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; 13 • • • (vi) Post in conspicuous places, availability to employees and applicants for employment, notices in a form to be provided to the Executive Director, setting forth the non-discrimination clauses of this Section 7. (vii) In all solicitations and advertisements for employment placed by or on behalf of Developer, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. 7.2. Participation Requirements. Developer agrees to comply with the following voluntary minority and female participation requirements (the "Minority Participation Requirements") for the Project: 7.2.1. Subcontractor Participation. 7.2.1.1. Construction. Developer agrees to comply with the following voluntary minority and female participation requirements with respect to subcontractor participation in construction of Building 1, Building 2 and the Parking Garage: 28% Black subcontractor owned business participation 8% Female subcontractor owned business participation 15% Hispanic subcontractor owned business participation 7.2.1.2. Design. Developer agrees to comply with the following voluntary minority and female participation requirements with respect to subcontractor participation in design of Building 1, Building 2 and the Parking Garage: 10% Black subcontractor owned business participation 5% Female subcontractor owned business participation 10% Hispanic subcontractor owned business participation 7.2.2. Employee Participation. 7.2.2.1. Construction. Developer agrees to comply with the following voluntary minority participation requirement with respect to employee participation in the overall construction workforce for Building 1, Building 2 and the Parking Garage: 28% Black employees 8% Female employees 15% Hispanic employees 7.2.2.2. Design. Developer agrees to comply with the following voluntary minority participation requirements with respect to employee participation in the overall design workforce for Building 1, Building 2 and the Parking Garage: I4 • 41, • 10% Black employees 5% Female employees 10% Hispanic employees 7.2.2.3. Property Management. Developer agrees to comply with the following voluntary minority participation requirements with respect to the overall employee participation in Property Management of the Project: 51 % of the personnel employed by the Property Manager with respect to the Project shall be Black, Female or Hispanic, or any combination thereof to satisfy the 51 % participation requirement 7.3. Report Requirements. Developer shall be required to provide on a semi- annual basis, on or before January 15 and July 15 of each year, for each respective calendar year, such documentation as the Executive Director may reasonably request to evidence compliance with the Minority Participation Requirements with respect to each of the categories described in Section 7.2 during the preceding six month period (the "Minority Participation Reports") on a building by building basis. Each building shall be treated separately from any other building, however, to the extent that the participation requirement for one building for a particular category exceed the requirements for that category, any excess participation may be applied to another building in the same category during the same reporting six month period at the election of the Developer. To the extent of any disputes between Developer and the Executive Director with respect to the compliance with the Minority Participation Requirements for any building, the dispute shall be submitted to arbitration for resolution, which resolution shall be binding upon the parties. 7.4. Penalties for Non -Compliance. To the extent that Developer fails to comply with the applicable Minority Participation Requirements with respect to any building in each of the categories described in Section 7.2 applicable to said building during any twelve month period for each calendar year, Developer shall pay to the CRA as a penalty One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the requirements set forth in the applicable subsections of Section 7.2 in each respective category Developer fails to meet the applicable Minority Participation Requirement with respect to Building 1, Building 2 and the Parking Garage during that calendar year (the "Non -Compliance Funds"). The Non - Compliance Funds shall be calculated by the Executive Director and shall be due within thirty (30) days from the date of Developer's receipt of written statement from the Executive Director stating the amount of Non -Compliance Funds due. To the extent of any dispute between the Executive Director and Developer with respect to compliance with the Minority Participation Requirements, the dispute shall be submitted to arbitration for resolution, which resolution shall be binding upon the parties. The CRA covenants and agrees to utilize any Non -Compliance Funds paid to CRA pursuant to this Section for a job training program for residents of the CRA Redevelopment Area. 7.5. Impossibility to Perform. In the event that Developer, in good faith, believes that it is impossible to satisfy some or all of the Minority Participation Requirements for the Project and the Parking Garage as a result of there not being a sufficient number of minority and female job candidates or contractors available to comply with the applicable Minority 15 • • • Participation Requirements for the Project and the Parking Garage, Developer may request that the Executive Director reduce the Minority Participation Requirements, in the applicable category, for the Project and the Parking Garage provided that Developer is able to provide to the Executive Director irrefutable evidence that there was not a sufficient number of minority and/or female job candidates or contractors available to comply with the applicable Minority Participation Requirements for the Project and the Parking Garage. The decision of the Executive Director shall be binding on Developer and the CRA with respect to the Project and the Parking Garage. 8. EMPLOYMENT TRAINING PROGRAM. 8.1. Construction. Developer, in coordination with the South Florida Work Force or such similar entity involved in job creation and training, shall participate in an existing program or establish a "Skills Training and Employment Program" at or near the Project which shall provide for training of construction personnel for residents in the CRA Redevelopment Area and in the City. Developer shall submit the detailed plan for the Skills Training and Employment Program to the Executive Director for his review and approval within one hundred eighty (180) days from the Effective Date. The Executive Director shall not unreasonably withhold his consent to the plan for the Skills Training and Employment Program proposed by Developer provided that the plan contemplates a training program for advancement of skills for construction personnel at the Project which shall include, without limitation, a curriculum for safety, fundamental skills for untrained workers, advanced skills for trained workers, additional skills for certificates in alternate trades and management of construction operations. Developer shall be required to comply with the terms and provisions of the Skills Training and Employment Program as approved by the Executive Director. 8.2. Property Management. Developer, in coordination with the South Florida Work Force or such similar entity involved in job creation and training, shall participate in an existing program or establish a "Property Management Training and Employment Program" at or near the Project which shall provide for training of property management personnel for residents in the CRA Redevelopment Area and in the City. Developer shall submit the detailed plan for the Property Management Training and Employment Program to the Executive Director for his review and approval within one hundred eighty (180) days from the Effective Date. The Executive Director shall not unreasonably withhold his consent to the plan for the Property Management Training and Employment Program proposed by Developer provided that the plan contemplates a program for participants within the program to advance to more sophisticated positions within the property management field during the course of completion and operation of the Project. Developer shall be required to comply with the terms and provisions of the Property Management Training and Employment Program as approved by the Executive Director. 8.3. Professionals. Developer shall utilize its commercially reasonable efforts to employ African American and other minorities or women to provide professional services to Developer in connection with the Project, including, without limitation, lawyers and accountants. Said participation may be through joint ventures with African Americans and other minorities or women to expand such participation in the Project in connection with the provision of professional services. 16 • • 4110 9. AFFORDABLE RENTAL HOUSING. 9.1. Affordable Rental Requirement. Developer shall rent Rental Units to: (a) qualified renters whose gross income is between 40% and 60% of the Miami -Dade County median income or to qualified renters whose gross income is no greater than that required under the Internal Revenue Code of the United States for the Rental Units to qualify for low income tax credits or to qualified renters of Building 2 to qualify for Section 202 HUD Funds, as applicable, (collectively the "Affordable Rental Requirement"). For a period of thirty (30) years from the date the Certificate of Occupancy is issued for the last Rental Unit in Building 2, any and all Rental Units shall be in compliance with this Section 9.1. The Affordable Rental Requirement will not apply to one Rental Unit to be occupied by the on -site manager if permitted under the Internal Revenue Code for Building 2 to qualify for low income tax credits, or pursuant to the HUD 202 Program, whichever is applicable. 9.2. Reporting Requirements and Compliance. 9.2.1. Affordable Rental Reports. From and after the issuance of the first certificate of occupancy for any Rental Unit, Developer shall be required to submit to the Executive Director, on an annual basis, reports evidencing compliance with the Affordable Rental Requirement (the "Affordable Rental Reports"). The Affordable Rental Reports shall consist of a certification to the CRA by an independent compliance agency, which shall be selected by the Developer and reasonably acceptable to the CRA. 9.2.2. Disputes. To the extent of any disputes between Developer and the Executive Director with respect to whether the renters of the units meet the applicable requirements of Section 9.1, the dispute will be submitted to arbitration for resolution, which resolution shall be binding on the parties. 9.3. Penalties for Non -Compliance. To the extent that Developer fails to comply with the Affordable Rental Requirement as determined in accordance with Section 9.1 above, then in such event, Developer shall pay to the CRA, as a penalty for non-compliance with the Affordable Rental Requirement the sum of Four Thousand Dollars ($4,000.00) for each unit which is not in compliance, determined on an annual basis. Any amounts, if any, due from Developer in accordance with this Section 9.3 shall be calculated annually as of each January 1st and paid by Developer within ten (10) business day of notice by the CRA of the amount due. 10. AFFORDABLE HOUSING. 10.1. Affordable Housing Requirement. Developer shall sell the Condominium Units to: (a) qualified buyers whose gross income is between 50% and 150% of the Miami -Dade County median income (with 25% or more of the Condominium Units sold to purchasers with a gross income of between 50%-80% of the Miami -Dade County median income, 25% or more of the Condominium Units sold to purchasers with a gross income of between 80.1 % and 120% of the Miami -Dade County median income and not more than 50% of the Condominium Units sold to purchasers with a gross income of between 120.1% and 150% of the Miami -Dade County median income) at a purchase price which will enable the purchaser to have a housing debt ratio of not greater than thirty-five percent (35%) and a gross income to total debt ratio of less than 17 • • forty-five percent (45%); or (b) to purchasers whose gross income is between 50% and 150% of the Miami -Dade County median income and who qualify for SHIP Funds, as hereinafter defined, HOME Funds, as hereinafter defined, Surtax Funds, as hereinafter defined, and/or any similar federal, state or county programs available for affordable housing, pursuant to the applicable criteria for whatever loan program is used to finance the acquisition of the unit (collectively the "Affordable Housing Requirement"). Developer shall be required to satisfy the Affordable Housing Requirement notwithstanding the unavailability of governmental subsidies. Developer acknowledges and agrees that Developer is required to satisfy the Affordable Housing Requirement irrespective of Developer ability to obtain Miami -Dade County surtax funds ("Surtax Funds"), Community Development Department funds ("HOME Funds"), State Housing Incentive Program ("SHIP Funds") and/or City of Miami Affordable Housing Trust Fund ("Housing Trust Funds"). Developer further acknowledges that the CRA has made no representations to Developer regarding the availability of housing subsidy funds including Surtax Funds, HOME Funds, SHIP Funds, Housing Trust Funds or other sources of funds and Developer assumes the risk as to whether housing subsidies will be available for the Project. In the event Developer initiates a rent to own program as part of its sales program, the renters shall comply with the Affordable Housing Requirement. 10.2. Reporting Requirements and Compliance. 10.2.1. Affordable Housing Reports. From and after the issuance of the first certificate of occupancy for any Condominium Unit comprising the Project until all of the Condominium Units have been conveyed, Developer shall be required to submit to the Executive Director on an annual basis, reports evidencing compliance with the Affordable Housing Requirement (the "Affordable Housing Reports"). The Affordable Housing Reports shall consist of a certification to the CRA from the financial institution that performed the underwriting with respect to the Unit, which shall include the following: (A) Purchaser of an Affordable Unit not utilizing SHIP Funds, HOME Funds or Surtax Funds: i. certification that the annualized household income for the purchaser is less than the maximum income threshold, adjusted for family size. ii. the total net worth of the purchaser does not exceed Fifty Thousand and no/100 Dollars (S50,000.00) inclusive of all gifts. iii. that the purchase price will enable the purchaser to have a housing debt ratio of not greater than thirty-five percent (35%) and a gross income to total debt ratio of less than forty-five percent (45%). (B) Purchaser's utilizing SHIP Funds, HOME Funds and/or Surtax Funds: 18 • • i. certification that the annualized household income for the purchaser is less than the maximum income threshold, adjusted for family size. ii. evidence that the purchaser has satisfied the criteria for SHIP Funds, HOME Funds, Surtax Funds, Housing Trust Funds and/or similar federal, state, county, or county agency programs available for affordable housing, as applicable, with respect to the financing of the acquisition of the unit. 10.2.2. Disputes. To the extent of any disputes between Developer and the Executive Director with respect to whether the purchasers of the units meet the applicable requirements of Section 10.1, the dispute will be submitted to arbitration for resolution, which resolution shall be binding on the parties. 10.3. Penalties for Non -Compliance. To the extent that Developer fails to comply with the Affordable Housing Requirement as determined in accordance with Section 10.1 above, then in such event, Developer shall pay to the CRA, as a penalty for non-compliance with the Affordable Housing Requirement with respect to each unit required to bring Developer into compliance, one hundred percent (100%) of the difference between the gross sales price for that Unit and the then current maximum affordable housing sales price, as established by the City of Miami Community Development Depait,nent annually (the "Maximum Affordable Housing Sales Price") for purposes of this Section 10.3, in no event shall the Maximum Affordable Housing Sales Price applied be less than $236,000.00 for Residential Units which were to be sold to buyers complying with the Affordable Housing Requirement whose income is between 50% and 150% of the Miami -Dade County median income. 10.4. Deed Restrictions. All of the Condominium Units shall be conveyed subject to a deed restriction, which will restrict the ability to sell the units except to a purchaser who meets the Affordable Housing Requirements of Section 10.1, as applicable, for a period of ten (10) years from the date of closing of each respective unit (the "Deed Restriction"). Any violation of the Deed Restriction shall require the owner to pay to the CRA or its designee, the greater of (a) fifty percent (50%) of the difference between the original purchase price for the particular Condominium Unit and the price that the Condominium Unit was sold for in violation of the Deed Restriction, or (b) Twenty Thousand and No/100 Dollars ($20,000.00). After such payment the restriction will be of no further force and effect with respect to such Condominium Unit. 11. DEVELOPER CONDITIONS PRECEDENT 11.1. The obligations of Developer, under the terms and provisions of this Agreement, are subject to the satisfaction or waiver by Developer of the following conditions precedent (the "Developer Conditions Precedent"): 11.1.1. Developer has obtained Surtax Funds, HOME Funds, SHIP Funds, Housing Trust Funds, tax credits or other subsidies for the Project in sufficient amount to enable 19 • • • Developer to construct the Project in accordance with the Detailed Development Plan and comply with the terms of this Agreement. 11.1.2. Developer has entered into the Med Vance Lease. 11.1.3. The CRA annual budgets for the budget year 2008/2009 and budget year 2009/2010 shall have been approved by the County and include the full amount of the CRA Contribution, in the aggregate. 11.1.4. The City shall have agreed to assume the obligations of the CRA under the Lease upon the termination of the CRA. 11.1.5. The existence of the CRA shall have been extended until September, 2027. 11.2. In the event all of the Developer Conditions Precedent have not been satisfied or waived by Developer on or before fifteen (15) months from the Effective Date then Developer may terminate this Agreement by providing written notice to the CRA on or before fifteen (15) months from the Effective Date in which event Escrow Agent shall return the Deposit together with interest accrued thereon to Developer and this Agreement shall terminate and the parties shall have no further obligations under this Agreement except for the obligations which expressly survive the termination of this Agreement. 12. CRA CONDITIONS PRECEDENT. 12.1. The obligations of the CRA to close the transaction contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions precedent (the "CRA Conditions Precedent"): 12.1.1. The Executive Director shall have approved the Budget. 12.1.2. The Executive Director shall have approved the Skill Training and Employment Program. 12.1.3. The Executive Director shall have approved the Property Management Training and Employment Program. Specifications. Team. 12.1.4. The Executive Director shall have approved the Plans and 12.1.5. The Executive Director shall have approved the Development 12.1.6. The Executive Director shall have approved the Construction Contract Building 1 and the Construction Contract Building 2. 12.1.7. The Executive Director shall have approved the Design Build Contract for the Parking Garage. 20 • • • Schedule. and Specifications. 12.1.8, The Executive Director shall have approved the Construction 12.1.9. The Executive Director shall have approved the Garage Plans 12.1.10. The Executive Director shall have confirmed compliance with minority participation goals with respect to architectural services for the Project and the Parking Garage pursuant to Section 7.2.1.2 and 7.2.2.2. 12.1.11. The Executive Director shall have approved the Loan Commitment Building 1 and the Loan Commitment Building 2. 12.1.12. The Executive Director shall have confirmed that Developer has sufficient equity to meet the requirements under the Loan Commitment Building 1 and Loan Commitment Building 2 for the construction of the Project. 12.1.13. The Executive Director shall have confirmed that Developer has sufficient equity to meet the requirements for the Parking Garage in accordance with the Parking Garage Budget, taking into account the CRA Contribution. Lease. Development Plans. 12.1.14. The Executive Director shall have approved the Med Vance 12.1.15. The Executive Director shall have approved the Detailed 12.1.16. The lender under the Loan Commitment Building 1 is prepared to close the construction loan with respect to the Building 1 in accordance with terms of the Loan Commitment Building 1. 12.1.17. The lender under the Loan Commitment Building 2 is prepared to close the construction loan with respect to the Building 2 in accordance with terms of the Loan Commitment Building 2. 12.1.18. The County shall have approved the annual CRA budgets for the budget years 2008/2009 and 2009/2010 including the aggregate amount of the CRA Contribution. Budget. Performance Bond. 12.1.19. The Executive Director has approved the Tri-Party Agreement. 12.1.20. The Executive Director has approved the Parking Garage 12.1.21. The Executive Director has approved the Garage Payment and 21 • 12.1.22. The Executive Director has approved performance bond to be provided for the Building 1 (the "Payment and Building 1"). 12.1.23. The Executive Director has approved performance bond to be provided for the Building 2 (the "Payment and Building 2"). Contractor. the payment and Performance Bond the payment and Performance Bond 12.1.24. The Executive Director shall have approved the Garage 12.1.25. The Executive Director has confirmed that the members of the Developer are identical to the individuals and entities identified on Exhibit G. 12.1.26. The Executive Director has approved the Operating Agreement for the Developer and there has been no change in the ownership structure which has not been approved by the Executive Director. 12.1.27. The City shall have agreed to assume the obligations under the Lease upon termination of the CRA. 12.2. In the event the CRA Conditions Precedent are not satisfied or waived by the CRA on or before fifteen (15) months from the Effective Date then the CRA may either (i) terminate this Agreement in which event Escrow Agent shall return the Deposit to Developer and the parties shall be released from all further obligations under this Agreement except for the obligations under this Agreement which expressly survive the termination of this Agreement, or (ii) waive the condition and proceed to Closing in accordance with this Agreement. 13. CLOSING DATE. 13.1. Closing. The closing of the transaction contemplated by this Agreement (the "Closing Date") will occur on or before ten (I0) days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA, time being of the essence. On the Closing Date the following shall occur: 13.1.1. The CRA shall deliver to Developer at closing: 13.1.1.1. The Ground Lease in the form of Exhibit "F" attached hereto and made a part hereof (the "Lease") with respect to that portion of the Property not required for the Parking Garage. 13.I.1.2. Certified copy of the resolution authorizing the execution of the Lease and the Tri-Party Agreement by the CRA and the transaction contemplated by this Agreement. 13.1.1.3.. The Tri-Party Agreement. 22 • • • closing: 13.2. Developer shall deliver to the CRA or cause to be delivered to the CRA at 13.2.1. The Lease. 13.2.2. The Tri-Party Agreement. 13.2.3. Evidence of authority to execute, and deliver the Lease and the Tri Party Agreement. 13.3. The Developer will pay the cost to record the Lease. Each party shall bear the cost of the fees of their own respective attorneys and other professionals and the cost of their own respective performance under this Agreement. 14. ORGANIZATIONAL DOCUMENTS OF DEVELOPER. Exhibit "G" attached hereto includes all of the individuals and entities having an ownership interest in Developer. As of the Effective Date the operating agreement and other organizational documents (collectively, the "Operating Agreement") of the Developer have not been finalized. The Developer shall submit the Operating Agreement to the CRA for approval on or before the end of the Garage Contingency Period, which approval shall not be unreasonably withheld or delayed. The CRA will approve the Operating Agreement provided The Urban Development Group, LLC, a Florida limited liability company ("Urban") is the sole manager of Developer, the sole manager of Urban is Alberto Milo, Jr., and the individuals and entities listed on Exhibit G are the sole members of Developer. 15. REPRESENTATIONS OF CRA. 15.1. The CRA makes the following representations: 15.1.1. The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 15.1.2. The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or CRA's property may be bound or affected, except for such approvals required by this Agreement. 15.1.3. This Agreement constitutes the valid and binding obligation of the CRA, enforceable against the CRA and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 16. DEVELOPER'S REPRESENTATIONS. Developer makes the following representations to the CRA as follows: 23 • • • 16.1. Developer is a limited liability company duly organized and validly existing under the laws of the State of Florida, and has full power and capacity to own the Property, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement. 16.2. Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected. 16.3. This Agreement constitutes the valid and binding obligation of Developer, enforceable against Developer and its successors and assigns, in accordance with its respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. I7. DEFAULT. 17.1. In the event of a default by Developer under this Agreement which is not cured within ten (10) days of written notice from the CRA or if there is any material misrepresentation by Developer contained in this Agreement, without any default of the CRA, the CRA shall, as its sole and exclusive remedy, be entitled to retain the Deposit, as liquidated damages and terminate this Agreement in which event the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination. 17.2. In the event of a default by the CRA under this Agreement which is not cured within ten (10) days of written notice from Developer, without any default on the part of Developer, Developer, as its sole and exclusive remedy, shall be entitled to (i) •terminate this Agreement in which event Escrow Agent shall return the Deposit to Developer and the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination or (ii) sue for specific performance to enforce the terms of this Agreement. Developer waives any other remedies it may have against the CRA at law or in equity as a result of a breach of this Agreement. 18. BROKERS. The parties each represent and warrant to the other that there are no real estate broker(s), salesperson (salespersons) or finder(s) involved in this transaction. If a claim for commissions in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto ("Indemnitor"), Indemnitor shall indemnify, defend and hold harmless the other party hereunder ("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) with respect to said claim for commissions. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Paragraph shall survive the delivery of the Lease. 19. ASSIGNABILITY. This Agreement may not be assigned without the approval of the CRA, which approval may be granted or withheld by the CRA, in its sole discretion. The 24 i • Lease shall provide that a separate sublease with respect to Building 2 may be created pursuant to which the sub -tenant will be comprised of some of the individuals and/or entities listed on Exhibit G and additional not -for -profit entities which have been approved by the CRA. 20. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to Buyer: If to Seller: UDG V, LLC c/o The Urban Development Group, LLC, Manager 1801 S.W. 3rd Avenue, Suite 500 Miami, Florida 33129 Phone: 305-285-9050 Facsimile: 305-860-4882 With a copy to: Ellen Rose, Esquire Therrel Baisden, P.A. One Southeast Third Ave., Suite 2950 Miami, Florida 33131 Phone: 305-371-5758; 305-961-2866(direct) Facsimile: 305-371-3178; 305-371-4766(direct) SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: James H. Villacorta, Executive Director 49 N.W. 5th Street, Suite 100 Miami, FL 33128 Fax: 305-679-6836 With a copy to: William R. Bloom, Esquire Holland & Knight LLP Suite 3000 701 Brickell Avenue Miami, Florida 33131 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 21. ADMINISTRATIVE EXPENSES. Developer covenants and agrees to reimburse the CRA (the "CRA Administrative Reimbursement"), on a quarterly basis, for all out of pocket 25 • • • costs and expenses incurred by the CRA from and after the execution of this Agreement through the completion of construction of the Project in connection with overseeing and monitoring the. activities of Developer, pursuant to the terms of this Agreement, and the documents executed in connection herewith, which costs and expenses shall not exceed Thirty -Seven Five Hundred Thousand and No/100 Dollars ($37,500.00) per year. The CRA shall submit to Developer, evidence of such out of pocket expenses not more often than quarterly. Developer shall reimburse the CRA for such expenses within thirty (30) days of receipt of such documentation, subject to the annual reimbursement limitation of Thirty -Seven Hundred Five Thousand and No/100 Dollars ($37,500.00) per year. Notwithstanding the foregoing, the initial submission to the Developer for reimbursement shall not occur prior to the Closing Date and if the Closing Date does not occur for any reason the Developer shall not be required to pay the CRA Administrative Reimbursement. If there is a dispute between Developer and the Executive Director regarding any such expenses, the dispute shall be submitted to the City Manager for resolution. The decision of the City Manager shall be binding on the parties. Any payment not made by Developer within thirty (30) days of when due shall bear interest at eighteen percent (18%) per annum until paid. 22. MARKETING. From and after the date that the Executive Director of the CRA has approved the Detailed Development Plans, the Developer may, at its sole cost and expense, (i) place signage on the Property at such locations as the Executive Director may reasonably approve; and (ii) engage in marketing activities for the Project, provided that all such signage and marketing activities shall comply with all applicable building and zoning codes and provided the Executive Director has approved all marketing material, which approval shall not be unreasonably withheld. In the event that this Agreement is terminated prior to the Closing Date, Developer shall promptly remove all signage from the Property. 23. USE OF PARKING GARAGE. The Developer shall have the right to use the number of parking spaces in the Parking Garage required for the Project to comply with applicable laws regarding parking spaces (the "Developer Parking Spaces"), which is currently estimated at between 175 and 200 parking spaces. In consideration of the CRA allowing Developer to utilize the Developer Parking Spaces, the Developer agrees to pay to the CRA (i) zero percent (0%) of the maintenance costs for the use of the Developer Parking Spaces required for affordable elderly units developed under the HUD 202 Program, in Building 2, if any; (ii) twenty-five percent (25%) of the maintenance costs associated with the Developer Parking Spaces required for the affordable rental units in Building 2, if any; (iii) fifty percent (50%) of the maintenance costs for the use of the Developer Parking Spaces required for the retail and/or office space; and (iv) seventy-five percent (75%) of the maintenance costs for the Developer Parking Spaces required for the Condominium Units in Building 1, until the termination of the CRA, which is currently anticipated to occur on September 30, 2030, assuming that the amendment to the Redevelopment Plan is approved by the County. Thereafter, the Developer will pay 100% of the maintenance costs associated with the Developer Parking Spaces. The Developer acknowledges that the current estimate of the cost to maintain the Developer Parking Spaces is $600.00 per space per year as of 2008 and such costs are anticipated to increase annually. Further Developer acknowledges and agrees that the CRA shall determine the maintenance costs for the operation of the Parking Garage as a whole and such maintenance costs shall be equally allocated to each parking space annually. The CRA shall provide the Developer a copy of the annual budget for the operation of the Parking Garage. The Developer 26 • • • shall have the right to review the books and records of the Parking Garage, on an annual basis, to confirm the operating expenses. 24. ZONING APPROVALS. In the event Developer does not terminate this Agreement during the Inspection Period from and after the approval of the Detailed Development Plans by the Executive Director in accordance with Section 5.4, the CRA shall execute any documents and/or applications reasonably requested by the Developer which are required to be executed by the record owner of the Property in connection with any zoning or land use approval or permit applications required to be obtained by the Developer to enable to the Project and the Parking Garage to be developed in accordance with the terms of the Detail Development Plans, provided such documents and applications do not impose any financial obligations or liability upon the CRA. 25. PARKING GARAGE WARRANTIES. Upon completion of the Parking Garage, Developer shall assign to the CRA all warranties under the Design Build Contract. 26. TAX INCREMENT FUNDS. Developer acknowledges and agrees that the Developer shall not be entitled to any tax increment funds generated by the Project, notwithstanding the Developer's request for such funds in its response to the request for proposals issued by the CRA. The Developer acknowledges that the CRA will be subsidizing the Developer Parking Spaces as provided in Section 23, and Developer waives any claims regarding the tax increment funds generated by the Project. 27. MISCELLANEOUS. 27.1. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 27.2. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 27.3. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. 27.4. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 27.5. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. Agreement. 27.6. Time shall be of the essence for each and every provision of this 27 • • • 27.7. This Agreement may not be recorded in the Public Records of Miami - Dade County. 27.8. The "Effective Date" shall mean the date this Agreement is last executed by Developer and the CRA. 27.9. Whenever any dispute hereunder is to be settled by arbitration, the parties agree that such dispute shall be resolved by means of binding arbitration in Miami -Dade County, Florida and in accordance with the commercial arbitration rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Depositions may be taken and other discovery obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings in the State of Florida. The arbitrator(s) shall be limited to awarding compensatory damages and shall have no authority to award punitive, exemplary or similar type damages. The prevailing party in the arbitration proceeding shall be entitled to recover its expenses, including the costs of the arbitration proceeding, and reasonable attorneys' fees. 27.10. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels/ 28. ESCROW AGENT. 28.1. Escrow Account. All deposits received by Escrow Agent shall be deposited in such accounts Escrow Agent may select, with any interest on same to accrue on behalf of Developer, provided however, that if Developer defaults and such deposits are paid to the CRA, interest on same, if any, shall be paid to the CRA. 28.2. Duties of Escrow Agent. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent is also the law firm representing the CRA. In the event of a dispute between the parties, the parties consent to Escrow Agent continuing to represent the CRA, notwithstanding the fact that it also shall have the duties provided for in this Agreement. 28.3. Reliance of Escrow Agent on Documents. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and may assume that any person purporting to give any writing, notice, advice, or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same; and its duties under this Agreement shall be limited to those provided in this Agreement. 28.4. Indemnification of Escrow Agent. Unless Escrow Agent discharges any of its duties under this Agreement in a grossly negligent manner or is guilty of willful misconduct with regard to its duties under this Agreement, the parties shall indemnify Escrow 28 • Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees or charges of any character or nature, which they may incur or with which they may be threatened by reason of its acting as Escrow Agent under this Agreement; and in such connection the parties shall indemnify Escrow Agent against any and all expenses including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim in such capacity. The Escrow Agent shall be vested with a lien on all property deposited under this Agreement for indemnification, for reasonable attorneys' fees and court costs, for any suit, interpleader or otherwise, or any other expense, fees or charges of any character or nature, which may be incurred by Escrow Agent in its capacity as Escrow Agent by reason of disputes arising between the parties to this Agreement as to the correct interpretation of this Agreement and instructions given to Escrow Agent under this Agreement, or otherwise, with the right of Escrow Agent, in its sole discretion, regardless of any instructions, to hold the property deposited in escrow until and unless said additional expenses, fees and charges shall be fully paid. 28.5. Interpleader Action in the Event of Dispute. If the parties shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees in its capacity as escrow agent in connection with any such interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. 28.6. Consultation with Counsel. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any act or omissions of any kind unless caused by its gross negligence or willful misconduct. 28.7. Resignation of Escrow Agent. Escrow Agent may resign upon thirty (30) days' written notice to the CRA and Developer. If a successor escrow agent is not appointed jointly by Developer and the CRA within the thirty (30) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor and upon such appointment the Escrow Agent shall deliver the Deposit to the successor escrow agent and be relieved of all further liabilities and obligations as Escrow Agent hereunder. The CRA and Developer hereby stipulate that the attorney for the Developer is an acceptable replacement Escrow Agent. 29. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. [SIGNATURE PAGES TO FOLLOW] 29 • • • IN WITNESS hereof the parties have executed this Agreement as of the date first above written. CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: James H. Villacorta Executive Director ATTEST: By: Priscilla A. Thompson, Clerk of the CRA Board APPROVED AS TO INSURANCE REQUIREMENTS: By: LeeAnn Brehm, Director Risk Management APPROVED AS TO LEGAL FORM SUFFICIENCY By: William R. Bloom, Esquire Special Counsel DEVELOPER: UDG V, LLC, a Florida Limited Liability Company By: The Urban Development Group, LLC, a Florida Limited Liability Company, Manager By: Albert Milo, Jr., Manager 30 • Schedule of Exhibits A. Legal Description B. Insurance Requirements C. Permitted Exceptions D. Preliminary Development Plans E. Parking Garage Specifications F. Ground Lease G. Ownership Interests in Developer 31 • EXHIBIT A LEGAL DESCRIPTION Parcel 1: Lots 14 and 15, less those portions of Lots 14 and 15 lying in Right -of -Way for I-95, all of Lots 16, 17 and 18, and the South 100 feet of Lots 19 and 20, Block 14 North, CITY OF MIAMI, according to the Plat thereof, recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida. ALSO LESS: The South 5 feet of the East 16.27 feet of said Lot 15, Block 14 North, City of Miami, according to plat thereof recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida Parcel 2: North 50 feet of Lots 19 and 20, Block 14 NORTH, CITY OF MIAMI, according to the plat thereof, recorded in Plat Book "B ", Page 41, of the Public Records of Miami -Dade County, Florida. 32 EXHIBIT B INSURANCE REQUIREMENTS 1. Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contractual liability, products and completed operations, personal injury, and premises coverage against those sums that the insured becomes legally obligated to pay as damages in connection with any and all claims, demands or actions, bodily injury, death or property damage occurring in the Property, the limits of which shall not be less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. 2. Pollution/Environmental Impairment Liability insurance coverage to be provided by Developer's contractors performing the Inspections on a claims basis (provided that such policy period must be for a minimum of six (6) years from and after the date of the Inspections) with limits of One Million Dollars ($1,000,000) per occurrence, providing coverage for the damage caused by spillage of any fuel, petroleum, products or any other "hazardous substances," "hazardous materials" or "toxic substances" (as defined in any and all state, local, or federal laws, rules, regulations and orders pertaining to environmental, public health or welfare matters), whether those substances are solid, liquid or gaseous. Said policy of insurance shall also provide coverage for the cost of cleanup of the affected area and for the removal, transportation and safe disposal of any contaminated area. 3. Automobile Liability insurance covering all owned, non -owned, and hired vehicles used in conjunction with Inspections of the Property. The policy or policies of insurance shall contain such limits as may be reasonably requested by the CRA from time to time but not less than One Million Dollars ($1,000,000). 4. Worker's Compensation insurance in the amounts and types required by Chapter 440, Florida Statutes. 5. The limits set forth in paragraphs (1), (2), (3) and (4) above shall be issued by an Insurance Company maintaining an "A" rating and Financial Strength of "7." 33 • EXHIBIT C PERMITTED EXCEPTIONS 1. Taxes and assessments for the year of the Lease is recorded and subsequent years. 2. Declaration of Restrictions recorded May 12, 1972 in Official Records Book 7703, at Page 796. 3. Declaration of Restrictions recorded June 5, 1973 in Official Records Book 8316, at Page 294. 4. Terms, conditions, covenants and agreements set forth in the Stipulation of Settlement recorded July 18, 1988 in Official Records Book 13752, at Page 1036. 5. Reversionary right reserved by the City of Miami in the Warranty Deed recorded January 17, 1996 in Official Records Book 17064, Page 152, under the conditions set forth therein. NOTE: All of the recording information contained herein refers to the Public Records of Miami - Dade County, Florida, unless otherwise indicated. 34 EXHIBIT D PRELIMINARY DEVELOPMENT PLAN 35 EXHIBIT E PARKING GARAGE SPECIFICATIONS 36 • EXHIBIT F GROUND LEASE The Executive Director and the Developer will agree on the terms of the Lease, which will incorporate the terms and provisions of this Agreement, on or before the end of the Inspection Period. The Lease as mutually agreed upon by the Executive Director and the Developer and initialed by the Executive Director and the Developer shall be attached hereto as Exhibit "F". If Executive Director and the Developer have not agreed on the terms and provisions of the Lease on or before the end of the Inspection Period, at any time thereafter and prior to such agreement, either party may terminate this Agreement by written notice to the other, in which event the Escrow Agent shall return the Deposit, together with interest accrued thereon to the Developer and the parties shall be released of all further obligations under this Agreement except for the obligations that expressly survive termination_ 37 EXHIBIT G OWNERSHIP INTEREST IN DEVELOPER The Urban Development Group LLC, a Florida limited liability company Alberto Milo, Jr. Collins Center for Public Policy, Inc., a not -for -profit Florida corporation Mt. Zion Developments, Inc., a non -for -profit Florida corporation Bryan K. Finnie G. Alex Fraser # 5320564_v10